Bond CBIC 0% ( US13605WTL53 ) in USD

CBIC

100 % ⇌

Canada

US13605WTL53 ( in USD )

02/12/2022 - Bond has expired

Prospectus brochure of the bond CIBC US13605WTL53 in USD 0%, expired

1 000 USD

1 000 000 USD

13605WTL5

N/A

CIBC is a leading North American financial institution offering a wide range of financial products and services to personal and business clients, including banking, wealth management, and capital markets.

The Bond issued by CBIC ( Canada ) , in USD, with the ISIN code US13605WTL53, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 02/12/2022

424B2 1 a19-21743_43424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216286

PRICING SUPPLEMENT dated November 26, 2019
(To Equity Index Underlying Supplement dated November 6, 2018, Prospectus Supplement
dated November 6, 2018 and Prospectus dated March 28, 2017)

Ca na dia n I m pe ria l Ba nk of Com m e rc e
Se nior Globa l M e dium -T e rm N ot e s
M a rk e t Link e d Se c urit ie s--Aut o-Ca lla ble w it h Fix e d Pe rc e nt a ge Buffe re d
Dow nside
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¢ Linked to the EURO STOXX 50® Index (the "Index")

¢ Unlike ordinary debt securities, the securities do not pay interest, do not repay a fixed amount of principal at maturity and are subject to potential
automatic call upon the terms described below. Any return you receive on the securities and whether they are automatically called will depend on the
performance of the Index

¢ Aut om a t ic Ca ll. If the Closing Level of the Index on any Call Observation Date is greater than or equal to the Starting Level, we will automatically call
the securities for the principal amount plus the Call Premium applicable to that Call Observation Date

Ca ll Obse rva t ion Da t e
Ca ll Pre m ium

December 2, 2020
7.50% of the principal amount

December 2, 2021
15.00% of the principal amount

November 25, 2022 (the "Final Valuation Date")
22.50% of the principal amount

¢ Pa ym e nt a t M a t urit y. If the securities are not automatically called, the payment at maturity will be equal to or less than the principal amount per
security depending on the Closing Level of the Index on the Final Valuation Date as follows:

If the Closing Level of the Index on the Final Valuation Date is less than the Starting Level, but not by more than 10%, you will receive the principal
amount of your securities

If the Closing Level of the Index on the Final Valuation Date is less than the Starting Level by more than 10%, you will receive less than the principal
amount and have 1-to-1 downside exposure to the decrease in the level of the Index in excess of 10%

¢ Investors may lose up to 90% of the principal amount

¢ Any positive return on the securities will be limited to the applicable Call Premium, even if the Closing Level of the Index on the applicable Call
Observation Date significantly exceeds the Starting Level. You will not participate in any appreciation of the Index beyond the applicable fixed Call
Premium

¢ All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no ability to pursue any securities
included in the Index for payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose all or some of your investment

¢ No periodic interest payments or dividends

¢ No exchange listing; designed to be held to maturity or earlier automatic call

T he se c urit ie s ha ve c om ple x fe a t ure s a nd inve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in
c onve nt iona l de bt se c urit ie s. Se e "Risk Fa c t ors" be ginning on pa ge PRS -8 he re in a nd be ginning on pa ge S-1 of t he
a c c om pa nying unde rlying supple m e nt , pa ge S-1 of t he prospe c t us supple m e nt a nd pa ge 1 of t he prospe c t us.

T he se c urit ie s a re unse c ure d obliga t ions of Ca na dia n I m pe ria l Ba nk of Com m e rc e a nd a ll pa ym e nt s on t he se c urit ie s a re
subje c t t o t he c re dit risk of Ca na dia n I m pe ria l Ba nk of Com m e rc e . T he se c urit ie s w ill not c onst it ut e de posit s insure d by t he
Ca na da De posit I nsura nc e Corpora t ion, t he U .S. Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a ge nc y or
inst rum e nt a lit y of Ca na da , t he U nit e d St a t e s or a ny ot he r jurisdic t ion. T he se c urit ie s a re not ba il-ina ble not e s (a s de fine d on
pa ge S-2 of t he prospe c t us supple m e nt ).

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e or provinc ia l se c urit ie s c om m ission ha s a pprove d
or disa pprove d of t he se se c urit ie s or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying unde rlying supple m e nt ,
prospe c t us supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Origina l Offe ring Pric e
U nde rw rit ing Disc ount (1)
Proc e e ds t o CI BC
Pe r Se c urit y
$1,000.00
$28.25
$971.75
T ot a l
$695,000.00
$19,633.75
$675,366.25

(1) The agent, Wells Fargo Securities, LLC ("Wells Fargo Securities"), will receive an underwriting discount of $28.25 per security. The agent may resell the securities to
other securities dealers at the principal amount less a concession not in excess of $17.50 per security. Such securities dealers may include Wells Fargo Advisors
("WFA") (the trade name of the retail brokerage business of Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, each an affiliate
of Wells Fargo Securities). In addition to the selling concession allowed to WFA, the agent will pay $0.75 per security of the underwriting discount to WFA as a
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distribution expense fee for each security sold by WFA. See "Supplemental Plan of Distribution" in this pricing supplement and "Use of Proceeds and Hedging" in the
underlying supplement for information regarding how we may hedge our obligations under the securities.

Our estimated value of the securities on the Pricing Date, based on our internal pricing models, is $946.60 per security. The estimated value is less than the principal
amount of the securities. See "The Estimated Value of the Securities" in this pricing supplement.

We lls Fa rgo Se c urit ie s

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TERMS OF THE SECURITIES

The information in this "Terms of the Securities" section is only a summary and is qualified by the more detailed information set forth in this
pricing supplement, the underlying supplement, the prospectus supplement and the prospectus, each filed with the SEC. See "About This Pricing
Supplement" in this pricing supplement.

Issuer:
Canadian Imperial Bank of Commerce

Reference Asset:
®

The EURO STOXX 50 Index (Bloomberg ticker symbol "SX5E")

Pricing Date:
November 26, 2019

Issue Date:
December 2, 2019

Principal Amount:
$1,000 per security. References in this pricing supplement to a "security" are to a security with a face amount of

$1,000.

Automatic Call:
If the Closing Level of the Index on any Call Observation Date (including the Final Valuation Date) is greater than or

equal to the Starting Level, the securities will be automatically called, and on the related Call Payment Date you will
be entitled to receive a cash payment per security in U.S. dollars equal to the principal amount per security plus the
Call Premium applicable to the relevant Call Observation Date. The last Call Observation Date is the Final Valuation
Date, and payment upon an automatic call on the Final Valuation Date, if applicable, will be made on the Stated
Maturity Date.

Any positive return on the securities will be limited to the applicable Call Premium, even if the Closing Level
of the Index on the applicable Call Observation Date significantly exceeds the Starting Level. You will not
participate in any appreciation of the Index beyond the applicable Call Premium.

If the securities are automatically called, they will cease to be outstanding on the related Call Payment Date and you
will have no further rights under the securities after such Call Payment Date. You will not receive any notice from us
if the securities are automatically called.

Call Observation Dates
Payment per Security upon
and Call Premiums:
Call Observation Date
Call Premium
an Automatic Call

December 2, 2020
7.50% of the principal amount
$1,075.00

December 2, 2021
15.00% of the principal amount
$1,150.00

November 25, 2022
22.50% of the principal amount
$1,225.00

We refer to November 25, 2022 as the "Final Valuation Date."

The Call Observation Dates are subject to postponement for non-Trading Days and the occurrence of a market
disruption event. See "--Postponement of a Calculation Day" below.

Call Payment Date:
Five Business Days after the applicable Call Observation Date (as each such Call Observation Date may be postponed
pursuant to "--Postponement of a Calculation Day" below, if applicable); provided that the Call Payment Date for the
last Call Observation Date will be the Stated Maturity Date.

PRS-2

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Payment at Maturity:
If the Closing Level of the Index is less than the Starting Level on each of the Call Observation Dates, the securities
will not be automatically called, and on the Stated Maturity Date, you will be entitled to receive a cash payment per
security in U.S. dollars determined as follows:

· if the Ending Level is greater than or equal to the Threshold Level: $1,000; or

· if the Ending Level is less than the Threshold Level: $1,000 minus:

If the securities are not automatically called on or prior to the Final Valuation Date and the Ending Level is
less than the Threshold Level, you will receive less, and possibly 90% less, than the principal amount of your
securities at maturity.

Stated Maturity Date:
December 2, 2022. If the Final Valuation Date is postponed, the Stated Maturity Date will be the later of
(i) December 2, 2022 and (ii) three Business Days after the Final Valuation Date, as postponed. No interest will be
paid in respect of such postponement. See "--Postponement of a Calculation Day" below. The securities are not
subject to redemption at the option of CIBC or repayment at the option of any holder of the securities prior to the
Stated Maturity Date.

Closing Level:
The "Closing Level" of the Index on any Trading Day means the official closing level of the Index as reported by the
Index Sponsor on such Trading Day.

Starting Level:
3,705.55, the Closing Level of the Index on the Pricing Date.

Ending Level:
The "Ending Level" will be the Closing Level of the Index on the Final Valuation Date.

Threshold Level:
3,334.995, which is equal to 90% of the Starting Level.

Postponement of a
The Call Observation Dates (including the Final Valuation Date) are each referred to as a "calculation day." If any
Calculation Day:
calculation day is not a Trading Day, such calculation day will be postponed to the next succeeding Trading Day. A
calculation day is also subject to postponement due to the occurrence of a market disruption event. See "Additional
Terms of the Securities--Market Disruption Events" in this pricing supplement.

Calculation Agent:
CIBC

Material U.S. Tax
For a discussion of the material U.S. federal income and certain estate tax consequences of the ownership and
Consequences:
disposition of the securities, see "Summary of U.S. Federal Income Tax Consequences" in this pricing supplement
and "Certain U.S. Federal Income Tax Consequences" in the underlying supplement.

Wells Fargo Securities. The agent may resell the securities to other securities dealers, including securities dealers
acting as custodians, at the principal amount of the securities less a concession of not in excess of $17.50 per security.
Agent:
Such securities dealers may include WFA. In addition to the selling concession allowed to WFA, Wells Fargo
Securities will pay $0.75 per security of the underwriting discount to WFA as a distribution expense fee for each
security sold by WFA.

Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP / ISIN:
13605WTL5 / US13605WTL53.

PRS-3

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DETERMINING TIMING AND AMOUNT OF PAYMENT ON THE SECURITIES

The timing and amount of the payment you will receive will be determined as follows:

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PRS-4

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HYPOTHETICAL PAYOUT PROFILE

The following profile illustrates the potential payment on the securities for a range of hypothetical percentage changes in the Closing Level of the
Index from the Pricing Date to the applicable Call Observation Date (including the Final Valuation Date). The profile is based on the Call Premium
of 7.50% for the first Call Observation Date, 15.00% for the second Call Observation Date and 22.50% for the final Call Observation Date and the
Threshold Level equal to 90% of the Starting Level. This profile has been prepared for purposes of illustration only. Your actual return will
depend on (i) whether the securities are automatically called; (ii) if the securities are automatically called, the actual Call Observation Date on
which the securities are called; (iii) if the securities are not automatically called, the actual Ending Level of the Index; and (iv) whether you hold
your securities to maturity or earlier automatic call.

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PRS-5

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ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the prospectus dated March 28, 2017 (the "prospectus"), the prospectus supplement dated
November 6, 2018 (the "prospectus supplement") and the Equity Index Underlying Supplement dated November 6, 2018 (the "underlying
supplement"), relating to our Senior Global Medium-Term Notes, of which these securities are a part, for additional information about the
securities. Information included in this pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the
prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in the
underlying supplement, the prospectus supplement and the prospectus.

You should rely only on the information contained in or incorporated by reference in this pricing supplement, the accompanying underlying
supplement, prospectus supplement and prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No
one is authorized to give information other than that contained in this pricing supplement, the accompanying underlying supplement, prospectus
supplement and prospectus, and in the documents referred to in these documents and which are made available to the public. We have not, and
Wells Fargo Securities has not, authorized any other person to provide you with different or additional information. If anyone provides you with
different or additional information, you should not rely on it.

We are not, and Wells Fargo Securities is not, making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in or incorporated by reference in this pricing supplement, the accompanying underlying
supplement, prospectus supplement or prospectus is accurate as of any date other than the date of the applicable document. Our business, financial
condition, results of operations and prospects may have changed since that date. Neither this pricing supplement, nor the accompanying underlying
supplement, prospectus supplement or prospectus constitutes an offer, or an invitation on our behalf or on behalf of Wells Fargo Securities, to
subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

References to "CIBC," "the Issuer," "the Bank," "we," "us" and "our" in this pricing supplement are references to Canadian Imperial Bank of
Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.

You may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):

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·
Equity Index Underlying Supplement dated November 6, 2018:

https://www.sec.gov/Archives/edgar/data/1045520/000110465918066561/a18-39408_13424b2.htm

·
Prospectus Supplement dated November 6, 2018 and Prospectus dated March 28, 2017:

https://www.sec.gov/Archives/edgar/data/1045520/000110465918066166/a18-37094_1424b2.htm

PRS-6

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INVESTOR CONSIDERATIONS

We have designed the securities for investors who:

· believe that the Closing Level of the Index will be greater than or equal to the Starting Level on one of the Call Observation Dates;

· seek the potential for a fixed return if the Index has appreciated at all as of any of the Call Observation Dates in lieu of full participation in

any potential appreciation of the Index;
· understand that if the Closing Level of the Index is less than the Starting Level on each of the Call Observation Dates (including the Final

Valuation Date), they will not receive any positive return on their investment in the securities, and that if the Closing Level of the Index on
the Final Valuation Date is less than the Starting Level by more than 10%, they will receive less, and up to 90% less, than the principal
amount per security;
· understand that the term of the securities may be as short as approximately one year and that they will not receive a higher Call Premium

payable with respect to a later Call Observation Date if the securities are called on an earlier Call Observation Date;
· are willing to forgo periodic interest payments on the securities and dividends on securities included in the Index; and

· are willing to hold the securities until maturity or earlier automatic call.

The securities are not designed for, and may not be a suitable investment for, investors who:

· seek a liquid investment or are unable or unwilling to hold the securities to maturity or earlier automatic call;

· believe that the Closing Level of the Index will be less than the Starting Level on each of the Call Observation Dates;

· seek a security with a fixed term;

· seek full return at maturity of the principal amount of the securities;

· are unwilling to accept the risk that, if the Closing Level of the Index is less than the Starting Level on each of the Call Observation Dates

(including the Final Valuation Date), they will not receive any positive return on their investment in the securities;
· are unwilling to accept the risk that the Closing Level of the Index may decrease by more than 10% from the Starting Level to the Ending

Level;
· are unwilling to purchase securities with an estimated value as of the Pricing Date that is lower than the original offering price;

· seek current income;

· are unwilling to accept the risk of exposure to the Eurozone equity market;

· seek uncapped exposure to the upside performance of the Index beyond the applicable Call Premiums;

· are unwilling to accept the credit risk of CIBC to obtain exposure to the Index generally, or to the exposure to the Index that the securities

provide specifically; or
· prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

PRS-7

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RISK FACTORS

The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt
securities or the securities included in the Index. You should carefully consider the risk factors set forth below and "Risk Factors" beginning on
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page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the prospectus, as well as the other
information contained in this pricing supplement and the accompanying underlying supplement, prospectus supplement and prospectus, including
the documents they incorporate by reference. As described in more detail below, the value of the securities may vary considerably before the
Stated Maturity Date due to events that are difficult to predict and are beyond our control. You should reach an investment decision only after you
have carefully considered with your advisors the suitability of an investment in the securities in light of your particular circumstances.

If The Securities Are Not Automatically Called And The Ending Level Is Less Than The Threshold Level, You Will Receive Less, And Up
To 90% Less, Than The Principal Amount Of Your Securities At Maturity.

We will not repay you a fixed amount on the securities on the Stated Maturity Date. If the Closing Level of the Index is less than the Starting Level
on each of the Call Observation Dates, the securities will not be automatically called, and you will receive a payment at maturity that will be equal
to or less than the principal amount per security, depending on the Ending Level (i.e., the Closing Level of the Index on the Final Valuation Date).

If the Ending Level is less than the Threshold Level, the payment you receive at maturity will be reduced by an amount equal to the decline in the
level of the Index to the extent it is below the Threshold Level (expressed as a percentage of the Starting Level). The Threshold Level is 90% of the
Starting Level. As a result, you may receive less, and up to 90% less, than the principal amount per security at maturity even if the level of the
Index is greater than or equal to the Starting Level or the Threshold Level at certain times during the term of the securities.

If the securities are not automatically called, your return on the securities will be zero or negative, and your yield on the securities will be less than
the yield you would earn if you bought a traditional interest-bearing debt security of CIBC or another issuer with a similar credit rating with the
same Stated Maturity Date.

The Potential Return On The Securities Is Limited To The Call Premium And May Be Less Than The Return On A Direct Investment In
The Securities Included In The Index.

The potential return on the securities is limited to the applicable Call Premium, regardless of the performance of the Index. The Index may
appreciate by significantly more than the percentage represented by the applicable Call Premium from the Pricing Date through the applicable Call
Observation Date, in which case an investment in the securities will underperform a hypothetical alternative investment providing a 1-to-1 return
based on the performance of the Index. Furthermore, if the securities are called on an earlier Call Observation Date, you will receive a lower Call
Premium than if the securities were called on a later Call Observation Date, and accordingly, if the securities are called on one of the earlier Call
Observation Dates, you will not receive the highest potential Call Premium.

In addition, your return on the securities will not reflect the return you would realize if you actually owned the securities included in the Index and
received the dividends and other payments paid on those securities. This is in part because any payment on the securities will be determined by
reference to the Closing Level of the Index, which will be calculated by reference to the prices of the securities in the Index without taking into
consideration the value of dividends and other payments paid on those securities.

You Will Be Subject To Reinvestment Risk.

If your securities are automatically called early, the term of the securities may be reduced to as short as approximately one year. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the securities at a comparable return for a similar level of risk in
the event the securities are automatically called prior to maturity.

No Periodic Interest Will Be Paid On The Securities.

No periodic interest will be paid on the securities. However, because it is possible that the securities may be classified for U.S. federal income tax
purposes as contingent payment debt instruments rather than prepaid forward contracts, you may be required to accrue interest income over the
term of your securities. See "Summary of U.S. Federal Income Tax Consequences" in this pricing supplement and "Certain U.S. Federal Income
Tax Consequences" in the underlying supplement.

PRS-8

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The Securities Are Subject To The Credit Risk Of Canadian Imperial Bank of Commerce.

The securities are our obligations exclusively and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under
the securities are subject to our creditworthiness, and you will have no ability to pursue any securities included in the Index for payment. As a
result, our actual and perceived creditworthiness and actual or anticipated decreases in our credit ratings may affect the value of the securities and,
in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms of the securities. See
"Description of the Notes We May Offer--Events of Default" in the prospectus supplement.

Our Estimated Value Of The Securities Is Lower Than The Original Offering Price Of The Securities.

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Our estimated value is only an estimate using several factors. The original offering price of the securities exceeds our estimated value because
costs associated with selling and structuring the securities, as well as hedging the securities, are included in the original offering price of the
securities. See "The Estimated Value of the Securities" in this pricing supplement.

Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others' Estimates.

Our estimated value of the securities was determined by reference to our internal pricing models when the terms of the securities were set. This
estimated value was based on market conditions and other relevant factors existing at that time and our assumptions about market parameters,
which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for
the securities that are greater than or less than our estimated value. In addition, market conditions and other relevant factors in the future may
change, and any assumptions may prove to be incorrect. On future dates, the value of the securities could change significantly based on, among
other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if
any, at which Wells Fargo Securities or any other person would be willing to buy securities from you in secondary market transactions. See "The
Estimated Value of the Securities" in this pricing supplement.

Our Estimated Value Was Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.

The internal funding rate used in the determination of our estimated value generally represents a discount from the credit spreads for our
conventional fixed-rate debt. If we were to have used the interest rate implied by our conventional fixed-rate credit spreads, we would expect the
economic terms of the securities to be more favorable to you. Consequently, our use of an internal funding rate had an adverse effect on the terms
of the securities and could have an adverse effect on any secondary market prices of the securities. See "The Estimated Value of the Securities" in
this pricing supplement.

The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any Other Person
May Be Willing To Buy The Securities From You In The Secondary Market.

The price, if any, at which Wells Fargo Securities or any of its affiliates may purchase the securities in the secondary market will be based on
Wells Fargo Securities' proprietary pricing models and will fluctuate over the term of the securities as a result of changes in the market and other
factors described in the next risk factor. Any such secondary market price for the securities will also be reduced by a bid-offer spread, which may
vary depending on the aggregate principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of
unwinding any related hedging transactions. Unless the factors described in the next risk factor change significantly in your favor, any such
secondary market price for the securities will likely be less than the original offering price.

If Wells Fargo Securities or any of its affiliates makes a secondary market in the securities at any time up to the Issue Date or during the three-
month period following the Issue Date, the secondary market price offered by Wells Fargo Securities or any of its affiliates will be increased by an
amount reflecting a portion of the costs associated with selling, structuring, hedging and issuing the securities that are included in the original
offering price. Because this portion of the costs is not fully deducted upon issuance, any secondary market price offered by Wells Fargo Securities
or any of its affiliates during this period will be higher than it would be if it were based solely on Wells Fargo Securities' proprietary pricing
models less the bid-offer spread and hedging unwind costs described above. The amount of this increase in the secondary market price will decline
steadily to zero over this three-month period. If you hold the securities through an account at Wells Fargo Securities or one of its affiliates, we
expect that this increase will also be reflected in the value indicated for the securities on your brokerage account statement. If you hold your
securities through an account at a broker-dealer other than Wells Fargo Securities or any of its affiliates, the value of the securities on your
brokerage account statement may be different than if you held your securities at Wells Fargo Securities or any of its affiliates.

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The Value Of The Securities Prior To Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex Ways.

The value of the securities prior to maturity will be affected by the then-current level of the Index, interest rates at that time and a number of other
factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another factor.
The following factors, among others, are expected to affect the value of the securities. When we refer to the "value" of your security, we mean the
value you could receive for your security if you are able to sell it in the open market before the Stated Maturity Date.

·
Index Performance. The value of the securities prior to maturity will depend substantially on the then-current level of the Index. The

price at which you may be able to sell the securities before maturity may be at a discount, which could be substantial, from their principal
amount, if the level of the Index at such time is less than, equal to or not sufficiently above its Starting Level or Threshold Level.

·
Interest Rates. The value of the securities may be affected by changes in the interest rates in the U.S. markets.

·
Volatility Of The Index. Volatility is the term used to describe the size and frequency of market fluctuations. The value of the securities

may be affected if the volatility of the Index changes.
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·
Time Remaining To Maturity. The value of the securities at any given time prior to maturity will likely be different from that which

would be expected based on the then-current level of the Index. This difference will most likely reflect a discount due to expectations and
uncertainty concerning the level of the Index during the period of time still remaining to the maturity date. In general, as the time
remaining to maturity decreases, the value of the securities will approach the amount that could be payable at maturity based on the then-
current level of the Index.

·
Dividend Yields On Securities Included In The Index. The value of the securities may be affected by the dividend yields on securities

included in the Index.

·
Our Credit Ratings, Financial Condition And Results Of Operation. Actual or anticipated changes in our credit ratings, financial

condition or results of operation may affect the value of the securities. However, because the return on the securities is dependent upon
factors in addition to our ability to pay our obligations under the securities, such as the level of the Index, an improvement in our credit
ratings, financial condition or results of operation will not reduce the other investment risks related to the securities.

·
Volatility Of Currency Exchange Rates. Since the level of the Index is based on the value of its component stocks as expressed in a

foreign currency, the value of the securities may be affected if the volatility of the exchange rate between the U.S. dollar and that foreign
currency changes.

·
Correlation Between Currency Exchange Rates And The Index. Since the level of the Index is based on the value of its component

stocks as expressed in a foreign currency, the value of the securities may be affected by changes in the correlation between the exchange
rate between the U.S. dollar and that foreign currency and the Index.

The value of the securities will also be limited by the automatic call feature because if the securities are automatically called, the return will not be
greater than the applicable Call Premium. You should understand that the impact of one of the factors specified above, such as a change in interest
rates, may offset some or all of any change in the value of the securities attributable to another factor, such as a change in the level of the Index.

An Investment In The Securities Is Subject To Risks Associated With Investing In International Securities Markets.

Your return on these securities and the value of these securities may be affected by factors affecting the international securities markets,
specifically changes within the Eurozone. The United Kingdom has voted to leave the European Union (popularly known as "Brexit"). The effect
of Brexit is uncertain, and Brexit has contributed and may continue to contribute to volatility in the prices of securities of companies located in
Europe and currency exchange rates, including the valuation of the euro and British pound in particular.

A foreign stock exchange may impose trading limitations intended to prevent extreme fluctuations in individual security prices and may suspend
trading in certain circumstances. These actions could limit variations in the Closing Level of the Index, which could, in turn, adversely affect the
value of the securities. Investments in securities linked to the value of foreign equity securities involve particular risks. The foreign securities
markets whose stocks are included in the Index may have less liquidity and may be more volatile than U.S. or other securities markets and market
developments may affect foreign markets differently from U.S. or other

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securities markets. Direct or indirect government intervention to stabilize the foreign securities markets, as well as cross-shareholdings in foreign
companies, may affect trading prices and volumes in those markets. Also, there is generally less publicly available information about foreign
companies than about those U.S. companies that are subject to the reporting requirements of the SEC, and foreign companies are subject to
accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.

Securities prices in foreign countries are subject to political, economic, financial and social factors that apply in those geographical regions. These
factors, which could negatively affect those securities markets, include the possibility of recent or future changes in a foreign government's
economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign
companies or investments in foreign equity securities and the possibility of fluctuations in the rate of exchange between currencies, the possibility
of outbreaks of hostility and political instability and the possibility of natural disasters or adverse public health developments in the region.
Moreover, foreign economies may differ favorably or unfavorably from the U.S. economy in important respects such as growth of gross national
product, rate of inflation, capital reinvestment, resources and self-sufficiency.

Any one of these factors, or the combination of more than one of these factors, could negatively affect such foreign securities market and the price
of securities therein. In addition, you will not obtain the benefit of any increase in the value of the euro against the U.S. dollar which you would
have received if you had owned the securities in the Index during the term of these securities, although the level of the Index may be adversely
affected by general exchange rate movements in the market.

The Securities Will Not Be Adjusted For Changes In Exchange Rates.

Although the equity securities that are included in the Index are traded in the euro, and your securities are denominated in U.S. dollars, the Index
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and the amount payable on the securities will not be adjusted for changes in the exchange rates between the U.S. dollar and the euro. Changes in
the exchange rates, however, may also reflect changes in the foreign economies that in turn may affect the level of the Index, and therefore the
return on your securities. The amount we will pay in respect of your securities will be determined solely in accordance with the procedures
described in this pricing supplement.

The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.

The securities will not be listed or displayed on any securities exchange or any automated quotation system. Although Wells Fargo Securities
and/or its affiliates may purchase the securities from holders, they are not obligated to do so and are not required to make a market for the
securities. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a
secondary market for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which
Wells Fargo Securities and/or its affiliates are willing to buy your securities.

If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your securities prior
to maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to maturity.

A Call Payment Date And The Stated Maturity Date May Be Postponed If A Calculation Day Is Postponed.

A calculation day (i.e., a Call Observation Date, including the Final Valuation Date) will be postponed if the applicable originally scheduled
calculation day is not a Trading Day or if the calculation agent determines that a market disruption event has occurred or is continuing on that
calculation day. If such a postponement occurs with respect to a calculation day other than the Final Valuation Date, then the related Call Payment
Date will be postponed. If such a postponement occurs with respect to the Final Valuation Date, the Stated Maturity Date will be the later of (i) the
initial Stated Maturity Date and (ii) three Business Days after the Final Valuation Date, as postponed.

We Or One Of Our Affiliates Will Be The Calculation Agent And, As A Result, Potential Conflicts Of Interest Could Arise.

We or one of our affiliates will be the calculation agent for purposes of determining, among other things, the Closing Levels of the Index on each
calculation day and whether the securities are automatically called and may be required to make other determinations that affect the return you
receive on the securities. In making these determinations, the calculation agent may be required to make discretionary judgments, including
determining whether a market disruption event has occurred on a scheduled calculation day, which may result in postponement of that calculation
day; determining the Closing Level of the Index if a calculation day is postponed to the last day to which it may be postponed and a market
disruption event occurs on that day; if publication of the Index is discontinued, selecting a successor or, if no successor is available, determining the
Closing Level on the applicable calculation day; and determining whether to adjust the Closing Level of the Index on a calculation day in the event
of certain changes in or modifications to the Index.

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Although the calculation agent will exercise its judgment in good faith when performing its functions, potential conflicts of interest may exist
between the calculation agent and you.

Our Economic Interests And Those Of Any Dealer Participating In The Offering Of Securities Will Potentially Be Adverse To Your
Interests.

You should be aware of the following ways in which our economic interests and those of any dealer participating in the distribution of the
securities, which we refer to as a "participating dealer," will potentially be adverse to your interests as an investor in the securities. In engaging in
certain of the activities described below, our affiliates or any participating dealer or its affiliates may take actions that may adversely affect the
value of and your return on the securities, and in so doing they will have no obligation to consider your interests as an investor in the securities.
Our affiliates or any participating dealer or its affiliates may realize a profit from these activities even if investors do not receive a favorable
investment return on the securities.

·
Research reports by our affiliates or any participating dealer or its affiliates may be inconsistent with an investment in the

securities and may adversely affect the level of the Index. Our affiliates or any dealer participating in the offering of the securities or
its affiliates may, at present or in the future, publish research reports on the Index or the companies whose securities are included in
the Index. This research will be modified from time to time without notice and may, at present or in the future, express opinions or
provide recommendations that are inconsistent with purchasing or holding the securities. Any research reports on the Index or the
companies whose securities are included in the Index could adversely affect the level of the Index and, therefore, adversely affect the
value of and your return on the securities. You are encouraged to derive information concerning the Index from multiple sources and
should not rely on the views expressed by us or our affiliates or any participating dealer or its affiliates. In addition, any research
reports on the Index or the companies whose securities are included in the Index published on or prior to the Pricing Date could result
in an increase in the level of the Index on the Pricing Date, which would adversely affect investors in the securities by increasing the
level at which the Index must close on a calculation day in order for investors in the securities to receive a favorable return.

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